CERTIFICATE OF AMENDMENT
                                       TO
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                       UNIVERSAL INSURANCE HOLDINGS, INC.

     Universal  Insurance Holdings,  Inc., a corporation  organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY as follows:

     FIRST:  The  Amended  and  Restated  Certificate  of  Incorporation  of the
Corporation  is hereby  amended by deleting  paragraph  (a) of Article IV of the
Amended  and  Restated   Certificate  of   Incorporation  in  its  entirety  and
substituting therefor the following:

        (a) The  total  number  of  shares  of all  classes  of stock  which the
        Corporation  shall have the authority to issue is 51,000,000  shares, of
        which:

                  (i)  50,000,000  shares shall be  designated  as Common Stock,
        having a par value of $.01 per share (the "Common Stock"); and

                  (ii) 1,000,000  shares shall be designated as Preferred Stock,
        having a par value of $.01 per share.

     SECOND:  The  capital of the  Corporation  will not be reduced  under or by
reason  of  this   amendment  to  the  Amended  and  Restated   Certificate   of
Incorporation.

     THIRD:   The  amendment  to  the  Amended  and  Restated   Certificate   of
Incorporation  set forth in this  Certificate of Amendment has been duly adopted
by the vote of the  stockholders  of the  Corporation in accordance with Section
242 of the General Corporation Law of the State of Delaware.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment  to be signed  by its duly  authorized  officer  as of this 7th day of
December, 2005.



                                 UNIVERSAL INSURANCE HOLDINGS, INC.

                                 By:    /s/ Bradley I. Meier
                                      -------------------------------
                                      Bradley I. Meier
                                      President and Chief Executive Officer